BoD Meeting Results

Press-release Krasnodar August 12, 2014 OJSC "Magnit" Announces the Results of the BOD Meeting Krasnodar, August 12, 2014: OJSC "Magnit", Russia's largest food retailer (the"Company", "Issuer"; MICEX and LSE: MGNT), is pleased to announce the resultsof the BOD meeting held on August 12, 2014. Please be informed that on August 12, 2014 the BOD meeting was held (minutes ofthe BOD meeting of OJSC "Magnit" are w/o No. of August 12, 2014). The meeting agenda: 1. Determination of the position of the OJSC "Magnit" representative at the exercise of the voting right on the JSC "Tander" shares owned by the Company. The following BOD members were present: A. Arutyunyan, S. Galitskiy, K.Pombukhchan and A. Shkhachemukov. A. Zayonts, A. Makhnev and A. Pshenichniy and provided their written opinionson the items of the agenda of the BOD meeting of OJSC "Magnit". The number of the BOD members participated in the meeting, including writtenopinions of A. Zayonts, A. Makhnev and A. Pshenichniy and amounts to not lessthan half of the number of the BOD members determined by the Charter of theCompany. Quorum to hold the BOD meeting with this agenda is present. Content of the decisionsand voting results: Item 1.1 on the agenda: "To recommend the sole executive body of OJSC "Magnit", which is theshareholder of JSC "Tander" to make the following decision at the exercise ofthe voting right on shares of JSC "Tander" owned by the Company: "Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusionof the Agreement on opening of the revolving credit line (hereinafter - the"Credit agreement") by JSC "Tander" (hereinafter - the "Borrower") with Openjoint-stock company "Sberbank of Russia" (the Creditor), which the Borrowerplans to execute in future, related to acquisition, disposal and possibledirect or indirect company's disposal of the property, the cost of whichamounts to 5 and more per cent of the balance sheet value of assets of thecompany, its subsidiaries, the principal company (in relation to which thecompany is a subsidiary), as well as other subsidiaries of the principalcompany (the "Group"), determined on the basis of the latest available IFRSconsolidated report of the Group, prepared in compliance with the InternationalFinancial Reporting Standards with the following essentials: 1. Total credit limit under the Credit agreement shall amount to not more than15,000,000,000 (Fifteen billion) rubles; 2. The credit shall be provided for the maximum of 3 (Three) years; 3. Interest rate for the credit use including charges amounts to not more than12% (twelve percent) per annum; 4. Terms, procedure of granting and repayment of the credit amounts, interestand other payments shall be determined by the Credit agreement; 5. Obligations of the Borrower under the Credit agreement shall be secured bythe OJSC "Magnit" Guarantee. The Guarantor shall be fully liable to theCreditor for non-fulfillment or improper fulfillment of obligations by theBorrower under the Credit agreement, including principal amount of debt,interest, penalties, losses caused to the Creditor by the non-fulfillment orimproper fulfillment of obligations subject to the terms and conditions of theCredit agreement. Hereby to provide V. Gordeychuk, Chief executive officer of JSC "Tander", withthe right to sign the Credit agreement and additional agreements to it,changing the terms and conditions of the Credit agreement, including but notlimited to the change of the interest rates, credit amounts and the term of thecredit provision within the meaning hereof." Votes were cast as follows: A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov -"for". The decision was made. Item 1.2 on the agenda: "To recommend the sole executive body of OJSC "Magnit", which is theshareholder of JSC "Tander" to make the following decision at the exercise ofthe voting right on shares of JSC "Tander" owned by the Company: "Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusionof the Additional agreement to the Credit agreement №29-261/15/2651-10-KP ofSeptember 30, 2010 (hereinafter - the "Credit agreement") by JSC "Tander"(hereinafter - the "Borrower") with the Joint-stock commercial bank "Bank ofMoscow" (open joint-stock company), which the Borrower plans to execute infuture, related to acquisition, disposal and possible direct or indirectcompany's disposal of the property, the cost of which amounts to 5 and more percent of the balance sheet value of assets of the company, its subsidiaries, theprincipal company (in relation to which the company is a subsidiary), as wellas other subsidiaries of the principal company (the "Group"), determined on thebasis of the latest available IFRS consolidated report of the Group, preparedin compliance with the International Financial Reporting Standards based on thefollowing essentials of the Credit agreement (including changes introduced bythe additional agreement): 1. The Credit agreement shall reflect intentions of the Creditor and theBorrower to execute credit transactions and regulate the approval procedure ofterms and conditions of the credit transactions; 2. Maximum indebtedness of the Borrower under one-time credits provided withinthe terms of the Credit agreement, shall amount to not more than 16,000,000,000(Sixteen billion) rubles; 3. Credits within the terms of the Credit agreement shall be provided for themaximum of 90 (Ninety) days; 4. Upon determination of the deadline of repayment of each credit, the wholeindebtedness under credits, provided within the terms of the Credit agreement,shall be repaid in full not later than April 30, 2016; 5. Interest rate for the credit use including charges amounts to not more than14% (Fourteen percent) per annum; 6. Terms, procedure of granting and repayment of the credit amounts, interestand other payments shall be determined by the relevant credit transactionsexecuted on the basis of and within the terms of the Credit agreement. Hereby to provide V. Gordeychuk, Chief executive officer of JSC "Tander", withthe right to sign the Additional agreements determining the credit terms andchanging the terms and conditions of the Credit agreement, including but notlimited to the change of the interest rates, the change of the term of thecredit provision within the meaning hereof". Votes were cast as follows: A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov -"for". The decision was made. For further information, please contact: Timothy Post Director, Investor Relations Email: [email protected] Office: +7-861-277-4554 x 17600 Mobile: +7-961-511-7678 Direct Line: +7-861-277-4562 Dina Svishcheva Deputy Director, Investor Relations Email: [email protected] Office: +7-861-277-45-54 x 15101 Mobile: +7-961-511-0202 Direct Line: +7-861-277-4562 Company description: Magnit is Russia's largest food retailer. Founded in 1994, the company isheadquartered in the southern Russian city of Krasnodar. As of June 30, 2014,Magnit operated 24 distribution centers and over 8,600 stores (7,614convenience, 226 hypermarkets, and 778 drogeries) in approximately 2,000 citiesand towns throughout 7 federal regions of the Russian Federation. In accordance with the audited IFRS consolidated financial statements for 2013,Magnit had revenues of $18,202 million USD and an EBITDA of $2,032 million USD.Magnit's local shares are traded on the Moscow Stock Exchange (MICEX: MGNT) andits GDRs on the London Stock Exchange (LSE: MGNT) and it has a credit ratingfrom Standard & Poor's of BB. Measured by market capitalization, Magnit is oneof the largest retailers in Europe.